Proper Planning and Execution for Executive Sessions
Executive sessions are one of those necessary best practices that boards should implement on a regular basis, but often cause some unrest among the CEO and executive team. Executive sessions by definition are closed-door meetings between the board when some or all staff, including the CEO and members of the executive team, are asked to leave. These sessions are beneficial for a variety of reasons, but boards should be careful not to misuse this lucrative collaboration time. Boards should also create concrete boundaries for the CEO and executive management for attendance and what information to provide to executives after the session.
Using an Executive Session Appropriately
Unfortunately, executive sessions are often misused thus leaving a sour taste in executive’s mouths. These closed-door meetings are mistakenly used to raise concerns of the CEO or another executive, simply venting about behavior, gossiping, or addressing personal issues with executive management. When boards misuse executive sessions in this manner, it often breaks down the foundation of trust and care among the board and executive relationship.
So how should a board approach executive sessions with the CEO and staff? Executive sessions should be used for a variety of reasons. BoardSource outlines a few key reasons why a board should make the motion to move into a private discussion. Some of these reasons include:
Alleged improper activities perpetrated by the chief executive or a member of executive management
Major business transactions
Role, responsibilities, and expectations of the board and CEO
It’s also important to note that a board should not enter into an executive session with the encouragement of one board member. The transition from board meeting to executive session must be motioned and ruled with a majority vote.
Should the CEO be Included?
Boards often grapple with the decision to include the CEO in executive board sessions or leave them out of closed-door deliberations. Although this decision is best left for each individual board to tackle, there are some best practices to consider. Some schools of thought are highly opposed to excluding the CEO from an executive session. When key members of the organization are asked to leave executive sessions it can often breed discord and distrust amongst the board.
Distrust between the board and CEO is a big deal when it comes to running a successful organization. “It demonstrates a lack of understanding that the CEO and board chair have different responsibilities and must work together to achieve the mission and vision of the organization,” says author and consultant, William Mott. “Too often this type of executive session includes discussions about issues with which the board has limited or no information, and thus they can devolve into unproductive and inappropriate discussions or even forums to spread gossip.” This can lead to the misuse of an executive session rather than a productive collaboration session.
However, boards also need to hold executive sessions without the CEO. These reasons should be clearly outlined in the board’s bylaws and include:
The annual audit
Annual performance review of the CEO
Discussion of CEO compensation
Legal issues regarding the CEO
Board practices, behavior, performance issues
Best practices also state that CEOs should be present for all executive sessions other than the above reasons. However, when the CEO is excluded from a meeting, the board needs to take certain steps to ensure the best approach for sharing information.
Prior to an executive board session, the CEO should be presented with the agenda for the meeting. After the meeting, the CEO should also be properly debriefed on what was discussed in the meeting and the nature of the discussion. By disclosing certain information and creating a transparent approach to executive sessions, boards can keep a strong sense of trust among its members and executive staff.
Tips the CEO and How to Handle Executive Sessions
Even the most confident CEOs have a hard time handling private sessions when they are asked to leave. Executive sessions can also put a strain on even the strongest board and executive relationship. However, CEOs can follow some of these key tips when the board enters a closed-door meeting:
CEOs have the right to see the agenda of any executive session in which they will be excluded
As a sign of respect and partnership, the CEO should be provided with a summary of the discussion
Trust the board and keep in mind that the executive session discussion is in the best interest of the organization
Don’t approach board members privately and ask them to divulge details about the executive session
How Board Portal Software Keeps Executive Sessions Secure
Executive board sessions are often a safe place where the board and executives can meet to discuss some of an organization’s most sensitive information regarding a crisis, litigation, or major business transactions. It’s important that the documents and voting that takes place in these executive sessions is private and secure. A secure board portal, like BoardBookit, can ensure that all information is stored in one location.
BoardBook has multiple layers of granular security permissions for documents, financials, and even voting. BoardBookit administrators have the ability to set these permissions for only certain individuals or committees to have access. Executive session materials, votes, and voting results can then be kept confidential and only accessed by executive session members.
BoardBookit is a secure board portal designed for every board scenario from regular board and committee meetings to the highly secure nature of an executive session. Although executive sessions are necessary for proper board discussion there is a proper way to conduct a closed-door meeting, involve the CEO, and keep all materials secure with board portal software.
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